8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report: April 28, 2008

(Date of earliest event reported): April 28, 2008

LOEWS CORPORATION

(Exact name of registrant as specified in its charter)

	Delaware	1-6541	13-2646102
(State or other jurisdiction of		(Commission	(I.R.S. Employer
incorporation or organization)		File Number)	Identification No.)

667 Madison Avenue, New York, N.Y.	10065-8068
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:    (212) 521-2000

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Item 2.02 Results of Operations and Financial Condition.

On April 28, 2008, Registrant issued a press release for Loews Corporation and a separate press release for the Carolina Group providing information on their results of operations for the first quarter of 2008. The press releases are furnished as Exhibits 99.1 and 99.2 to this Form 8-K.

The information under Item 2.02 and in Exhibits 99.1 and 99.2 in this Current Report are being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under Item 2.02 and in Exhibits 99.1 and 99.2 in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(a)	Not applicable.
(b)	Not applicable.
(c)	Exhibits:

Exhibit Reference
	Number		Exhibit Description
99.1		Loews Corporation press release, issued April 28, 2008, providing information on first quarter results of operations for 2008.
99.2		Carolina Group press release, issued by Loews Corporation April 28, 2008, providing information on first quarter results of operations for 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LOEWS CORPORATION
	(Registrant)
Dated:  April 28, 2008	By:	/s/ Gary W. Garson
		Gary W. Garson
		Senior Vice President
		General Counsel
		and Secretary

2

EX-99.1

Exhibit 99.1

Contact: Peter W. Keegan Chief Financial Officer (212) 521-2950   Darren Daugherty Investor Relations (212) 521-2788   Candace Leeds Public Affairs (212) 521-2416

LOEWS CORPORATION REPORTS

NET INCOME FOR THE FIRST QUARTER OF 2008

NEW YORK, April 28, 2008—Loews Corporation (NYSE:LTR;CG) today reported consolidated net income (including both the Loews Group and Carolina Group) for the first quarter of 2008 of $662 million, compared to $768 million in the first quarter of 2007.

Net income and earnings per share information attributable to Loews common stock and Carolina Group stock is summarized in the table below:

	Three Months Ended March 31,
(In millions, except per share data)	2008			2007
Net income attributable to Loews common stock:
Income before net investment gains (losses)	$	503		$	570
Net investment gains (losses) (a)		(29	)		75
Income from continuing operations		474			645
Discontinued operations, net (b)		81			5
Net income attributable to Loews common stock		555			650
Net income attributable to Carolina Group stock		107			118
Consolidated net income	$	662		$	768
Net income per share:
Loews common stock:
Income from continuing operations	$	0.90		$	1.19
Discontinued operations, net		0.15			0.01
Net income	$	1.05		$	1.20
Carolina Group stock	$	0.98		$	1.08
Book value per share of Loews common stock at:
March 31, 2008	$	31.66
December 31, 2007	$	32.40

(a)	Includes a gain of $89 million related to a reduction in the Company’s ownership interest in Diamond Offshore from the conversion of Diamond Offshore’s 1.5% convertible debt into Diamond Offshore common stock in 2007.
(b)	Includes a gain of $82 million from the sale of Bulova Corporation in January 2008.

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Net income attributable to Loews common stock for the first quarter of 2008 amounted to $555 million, or $1.05 per share, compared to $650 million, or $1.20 per share in the first quarter of 2007. The change in net income reflects the following:

·   A decline in results at the Company’s 90% owned subsidiary, CNA Financial Corporation.

·   Improved results at the Company’s 50.5% owned subsidiary, Diamond Offshore Drilling, Inc.

·   The operations of the Company’s wholly owned subsidiary, HighMount Exploration & Production LLC.

·   Reduced net investment income.

·   Net investment losses of $29 million (after tax and minority interest) in the first quarter of 2008 compared to net investment gains of $75 million (after tax and minority interest) in the first quarter of 2007. The results for the first quarter of 2007 included a gain of $89 million (after tax) related to a reduction in the Company’s ownership interest in Diamond Offshore from the conversion of Diamond Offshore’s 1.5% convertible debt into Diamond Offshore common stock.

·   Discontinued operations primarily consisting of an $82 million gain from the sale of Bulova Corporation in the first quarter of 2008.

Net income per share of Carolina Group stock for the first quarter of 2008 was $0.98 per share, compared to $1.08 per share in the first quarter of 2007. The decrease in net income per share of Carolina Group stock reflects increased selling, advertising and administrative expenses as a result of costs associated with the proposed spin-off of Lorillard, as discussed below, and lower investment income, partially offset by lower interest expense related to the Carolina Group notional debt. The Company is issuing a separate press release reporting the results of the Carolina Group for the first quarter of 2008.

# # #

At March 31, 2008, there were 529,701,152 shares of Loews common stock outstanding and 108,476,929shares of Carolina Group stock outstanding. Depending on market conditions, the Company from time to time purchases shares of its, and its subsidiaries’, outstanding common stock in the open market or otherwise.

The Company has two classes of common stock: (i) Carolina Group stock, a tracking stock intended to reflect the economic performance of a group of the Company’s assets and liabilities, called the Carolina Group, principally consisting of the Company’s subsidiary Lorillard, Inc. and (ii) Loews common stock, representing the economic performance of the Company’s remaining assets, including the interest in the Carolina Group not represented by Carolina Group stock. At March 31, 2008, the outstanding Carolina Group stock represents a 62.4% interest in the economic performance of the Carolina Group.

On December 17, 2007, the Company announced that its Board of Directors had approved a plan to spin-off the Company’s entire ownership interest in Lorillard to holders of Carolina Group stock and Loews common stock in a tax-free transaction. As a result of the transaction, the Carolina Group, and all of the Carolina Group stock, will be eliminated and Lorillard will become a separate publicly traded company.

The transaction will be accomplished by the Company through its (i) redemption of all outstanding Carolina Group stock in exchange for shares of Lorillard common stock, with

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holders of Carolina Group stock receiving one share of Lorillard common stock for each share of Carolina Group stock they own, and (ii) disposition of its remaining Lorillard common stock in an exchange offer for shares of outstanding Loews common stock, or as a pro rata dividend to the holders of Loews common stock.

Completion of the proposed transaction is subject to a number of conditions, as described in the Loews press release, dated December 17, 2007, a copy of which is posted on the Company’s website.

# # #

CONFERENCE CALLS

A conference call to discuss the first quarter results of Loews Corporation has been scheduled for 11:00 a.m. EDT, Monday, April 28, 2008. A live webcast of the call will be available online at the Loews Corporation website (www.loews.com). Please go to the website at least ten minutes before the event begins to register and to download and install any necessary audio software. Those interested in participating in the question and answer session of the conference call should dial (877) 692-2592, or for international callers, (973) 582-2757. The conference ID number is 42181601.

A conference call to discuss the first quarter results of CNA has been scheduled for 10:00 a.m. EDT, Monday, April 28, 2008. A live webcast will be available online at http://investor.cna.com. Please go to the website at least ten minutes before the event begins to register and to download and install any necessary audio software. Those interested in participating in the question and answer session should dial (888) 599-4876, or for international callers, (913) 312-1378.

A conference call to discuss the first quarter results of Boardwalk Pipeline Partners, LP has been scheduled for 9:00 a.m. EDT, Monday, April 28, 2008. A live webcast of the call will be available online at the Boardwalk Pipeline website (www.bwpmlp.com). Please go to the website at least ten minutes before the event begins to register and to download and install any necessary audio software. Those interested in participating in the question and answer session should dial (800) 295-4740, or for international callers, (617) 614-3925. The PIN number to access the call is 97849708.

A conference call to discuss first quarter results of Diamond Offshore was held on Thursday, April 24, 2008. An online replay is available at the Diamond Offshore website (www.diamondoffshore.com).

# # #

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ABOUT LOEWS CORPORATION

Loews Corporation, a holding company, is one of the largest diversified corporations in the United States. Its principal subsidiaries are CNA Financial Corporation (NYSE: CNA); Lorillard, Inc.; Diamond Offshore Drilling, Inc. (NYSE: DO); HighMount Exploration & Production LLC; Boardwalk Pipeline Partners, LP (NYSE: BWP); and Loews Hotels.

# # #

FORWARD-LOOKING STATEMENTS

Statements contained in this press release which are not historical facts are “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are inherently uncertain and subject to a variety of risks that could cause actual results to differ materially from those expected by management of the Company, CNA, Diamond Offshore and Boardwalk Pipeline. A discussion of the important risk factors and other considerations that could materially impact these matters as well as the Company’s overall business and financial performance can be found in the Company’s reports filed with the Securities and Exchange Commission and readers of this release are urged to review those reports carefully when considering these forward-looking statements. Important factors that could cause actual events to differ from those described include, but are not limited to, satisfaction of the conditions to completion of the proposed spin-off transaction noted herein. Therefore, no assurance can be given that the spin-off will be consummated on the current terms or otherwise. Copies of these reports are available through the Company’s website (www.loews.com). Given these risk factors, investors and analysts should not place undue reliance on forward-looking statements. Any such forward-looking statements speak only as of the date of this press release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based.

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Loews Corporation and Subsidiaries

Financial Review

	Three Months Ended March 31,
	2008			2007
	(Amounts in millions, except
	per share data)
Revenues:
Insurance premiums	$	1,812		$	1,862
Net investment income		489			765
Investment gains (losses) (a)		(51	)		114
Manufactured products (b)		921			913
Other		1,372			959
Total		4,543			4,613
Expenses:
Insurance claims & policyholders’ benefits		1,389			1,448
Cost of manufactured products sold (b) (c)		555			544
Other		1,465			1,239
Total		3,409			3,231
		1,134			1,382
Income tax expense		353			453
Minority interest		200			166
Total		553			619
Income from continuing operations		581			763
Discontinued operations, net		81			5
Net income	$	662		$	768
Net income attributable to:
Loews common stock:
Income from continuing operations	$	474		$	645
Discontinued operations, net (d)		81			5
Loews common stock		555			650
Carolina Group stock (e)		107			118
	$	662		$	768
Income per share of Loews common stock:
Income from continuing operations	$	0.90		$	1.19
Discontinued operations, net		0.15			0.01
Diluted net income	$	1.05		$	1.20
Diluted net income per share of Carolina Group stock	$	0.98		$	1.08
Weighted diluted number of shares:
Loews common stock		530.90			542.56
Carolina Group stock		108.61			108.51

(a)	Includes a gain of $138 ($89 after tax), for the three months ended March 31, 2007, related to a reduction in the Company’s ownership interest in Diamond Offshore from the conversion of Diamond Offshore’s 1.5% convertible debt into Diamond Offshore common stock.
(b)	Includes excise taxes of $163 and $162 paid on sales of manufactured products for the respective periods.
(c)	Includes charges of $257 and $249 ($162 and $158 after taxes) to accrue obligations at Lorillard under the State Settlement Agreements for the respective periods.
(d)	Includes an after tax gain of $82 from the sale of Bulova Corporation in January 2008.
(e)	Represents 62.4% of the economic interest in the Carolina Group for the three months ended March 31, 2008 and 2007.

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Loews Corporation and Subsidiaries

Additional Financial Information

	Three Months Ended March 31,
	2008			2007
	(In millions)
Revenues:
CNA Financial	$	2,333		$	2,538
Lorillard (a)		931			945
Diamond Offshore		792			619
HighMount		189
Boardwalk Pipeline		213			190
Loews Hotels		97			95
Investment income, net		39			112
		4,594			4,499
Investment gains (losses):
CNA Financial		(51	)		(21	)
Corporate and other (b)					135
		(51	)		114
Total	$	4,543		$	4,613
Income Before Taxes:
CNA Financial	$	317		$	459
Lorillard		106			133
Diamond Offshore		405			309
HighMount		75
Boardwalk Pipeline		89			80
Loews Hotels		18			18
Investment income, net		39			112
Other (c)		(33	)		(29	)
		1,016			1,082
Investment gains (losses):
CNA Financial		(51	)		(21	)
Corporate and other (b)					135
		(51	)		114
Loews common stock		965			1,196
Carolina Group stock (d)		169			186
Total	$	1,134		$	1,382
Net Income:
CNA Financial	$	200		$	275
Lorillard		67			84
Diamond Offshore		136			107
HighMount		47
Boardwalk Pipeline (e)		39			39
Loews Hotels		11			11
Investment income, net		25			71
Other (c)		(22	)		(17	)
		503			570
Investment gains (losses):
CNA Financial		(29	)		(12	)
Corporate and other (b)					87
		(29	)		75
Income from continuing operations		474			645
Discontinued operations, net (f)		81			5
Loews common stock		555			650
Carolina Group stock (d)		107			118
Total	$	662		$	768

(a)	Includes excise taxes of $163 and $162 paid on sales of manufactured products for the respective periods.
(b)	Includes a gain of $138 ($89 after tax), for the three months ended March 31, 2007, related to a reduction in the Company’s ownership interest in Diamond Offshore from the conversion of Diamond Offshore’s 1.5% convertible debt into Diamond Offshore common stock.
(c)	Consists primarily of corporate interest expense and other unallocated expenses.
(d)	Represents 62.4% of the economic interest in the Carolina Group for the three months ended March 31, 2008 and 2007.
(e)	Represents 70.4% and 79.6% ownership interest in Boardwalk Pipeline for the respective periods.  Boardwalk Pipeline issued common units in the first and fourth quarters of 2007.
(f)	Includes an after tax gain of $82 from the sale of Bulova Corporation in January 2008.

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EX-99.2

Exhibit 99.2

Contact: Peter W. Keegan Chief Financial Officer (212) 521-2950   Darren Daugherty Investor Relations (212) 521-2788   Candace Leeds Public Affairs (212) 521-2416

CAROLINA GROUP REPORTS

NET INCOME FOR THE FIRST QUARTER OF 2008

NEW YORK, April 28, 2008—Loews Corporation (NYSE:LTR) today reported Carolina Group net income for the first quarter of 2008 of $171 million, compared to $189 million in the first quarter of 2007. The decline in net income reflects increased selling, advertising and administrative expenses as a result of costs associated with the proposed spin-off of Lorillard and lower investment income, partially offset by lower interest expense related to the Carolina Group notional debt.

Net income per share of Carolina Group stock (NYSE:CG) for the first quarter of 2008 was $0.98, compared to $1.08 in the first quarter of 2007. Carolina Group stock represented a 62.4% economic interest in the Carolina Group for the three months ended March 31, 2008 and 2007.

Net sales for the Carolina Group were $921 million in the first quarter of 2008, compared to $913 million in the first quarter of 2007. The increased net sales primarily reflect higher average unit prices.

 Gross profit was essentially unchanged as the increase in net sales was offset by higher costs related to the State Settlement Agreements.

Administrative expenses in the first quarter of 2008 include costs related to the proposed spin-off of Lorillard from Loews of $10 million ($6 million after tax) for a management bonus and $3 million ($2 million after tax) for financial and legal fees associated with the transaction. In addition, there were $6 million ($4 million after tax) in higher legal expenses, as compared to the first quarter of 2007.

Investment income declined $22 million ($14 million after tax) due to lower yields and a lower average invested asset balance. Income from limited partnerships, which is included in investment income, amounted to less than $1 million in the first quarter of 2008 compared to $11

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million ($7 million after tax) in the first quarter of 2007. Lorillard’s investments in limited partnerships were substantially reduced during the first quarter of 2008.

Results of operations of the Carolina Group include interest expense on notional intergroup debt of $4 million and $15 million, net of taxes, for the three months ended March 31, 2008 and 2007, respectively. At March 31, 2008, $218 million principal amount of notional intergroup debt was outstanding.

The Carolina Group stock, commonly called a tracking stock, is intended to reflect the economic performance of a defined group of the Company’s assets and liabilities, referred to as the Carolina Group, principally consisting of the Company’s subsidiary Lorillard, Inc. The Carolina Group, a notional group, is not a separate legal entity. The purpose of this financial information is to provide investors with additional information to use in analyzing the results of operations and financial condition of the Carolina Group, and this financial information should be read in conjunction with the consolidated financial information of Loews Corporation.

At March 31, 2008 there were 108,476,929 shares of Carolina Group stock outstanding, representing a 62.4% economic interest. Depending on market conditions, the Company, for the account of the Carolina Group, from time to time may purchase shares of Carolina Group stock in the open market or otherwise.

On December 17, 2007, Loews announced that its Board of Directors had approved a plan to spin-off the Company’s entire ownership interest in Lorillard to holders of Carolina Group stock and Loews common stock in a tax-free transaction. As a result of the transaction, the Carolina Group, and all of the Carolina Group stock, will be eliminated and Lorillard will become a separate publicly traded company.

The transaction will be accomplished by Loews through its (i) redemption of all outstanding Carolina Group stock in exchange for shares of Lorillard common stock, with holders of Carolina Group stock receiving one share of Lorillard common stock for each share of Carolina Group stock they own, and (ii) disposition of its remaining Lorillard common stock in an exchange offer for shares of outstanding Loews common stock or as a pro rata dividend to the holders of Loews common stock.

Completion of the proposed transaction is subject to a number of conditions, as described in the Loews press release dated December 17, 2007, a copy of which is posted on Loews’s website.

# # #

A separate press release reporting Loews Corporation’s consolidated results for the first quarter of 2008 is being issued contemporaneously with this report.

A conference call to discuss the first quarter results of Loews Corporation has been scheduled for 11:00 a.m. EDT, Monday, April 28, 2008. A live broadcast of the call will be available online at the Loews Corporation website (www.loews.com). Please go to the website at

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least ten minutes before the event begins to register and to download and install any necessary audio software. Those interested in participating in the question and answer session of the conference call should dial (877) 692-2592, or for international callers, (973) 582-2757. The conference ID number is 42181601.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual events to differ materially from those described. Important factors that could cause actual events to differ from those described include, but are not limited to, satisfaction of the conditions to completion of the proposed spin-off transaction noted herein. Therefore, no assurance can be given that the spin-off will be consummated on the currently proposed terms or otherwise. Loews expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based.

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Carolina Group

Financial Review

	Three Months Ended
	March 31,
	2008			2007
	(Amounts in millions,
	except per share data)
Net sales (a)	$	921		$	913
Cost of sales (a) (b)		555			544
Gross profit		366			369
Selling, advertising and administrative		100			82
Operating income		266			287
Investment income and other (c)		11			34
Interest expense		(7	)		(23	)
Interest before income taxes		270			298
Income taxes		99			109
Net income		171			189
Earnings attributable to the Loews Group intergroup interest (d)		64			71
Income attributable to Carolina Group shareholders (e)	$	107		$	118
Per share of Carolina Group stock	$	0.98		$	1.08
Weighted diluted number of shares		108.61			108.51
Notional, intergroup debt owned by the Carolina Group to the Loews Group
March 31, 2008	$	218
December 31, 2007		424

(a)	Includes excise taxes of $163 and $162 for the respective periods.
(b)	Includes charges of $257 and $249 ($162 and $158 after taxes) to accrue obligations under the State Settlement Agreements for the respective periods.
(c)	Includes income from limited partnership investments of $11 ($7 after taxes) for the three months ended March 31, 2007.
(d)	The Loews Group’s interest in the earnings of the Carolina Group reflected share equivalents amounting to 65.45 million shares of 173.92 million share and share equivalents outstanding as of March 31, 2008 and share equivalents amounting to 65.45 million shares of 173.88 million share and share equivalents outstanding as of March 31, 2007.  As of March 31, 2008, there were 108.48 million shares of Carolina Group stock outstanding.
(e)	Represents 62.4% of the economic interest in the Carolina Group for the three months ended March 31, 2008 and 2007.

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Carolina Group

Supplemental Information

The following information regarding unit volume shipped by Lorillard Tobacco Company to its direct buying customers by brand follows (all units in thousands):

	Three Months Ended
	March 31,
	2008		2007
Full Price Brands
Total Newport		7,650,379		7,731,573
Total Kent Family		100,188		116,967
Total True		91,122		104,670
Total Max		6,030		6,900
Total Satin				72
Total Full Price Brands		7,847,719		7,960,182
Price/Value Brands
Total Old Gold		126,996		148,952
Total Maverick		440,508		278,118
Total Price/Value Brands		567,504		427,070
Total Domestic Cigarettes		8,415,223		8,387,252
Total Puerto Rico and U.S. Possessions		146,466		190,092
Grand Total		8,561,689		8,577,344

Notes:

1.	This information is not adjusted for returns.
2.	Domestic unit volume includes units sold as well as promotional units, and excludes volumes for Puerto Rico and U.S. Possessions.
3.	Unit volume for a quarter is not necessarily indicative of unit volume for any subsequent period.
4.	Unit volume is not necessarily indicative of the level of revenues for any period.

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